And that has made all the difference
by MysteriousMagicalMuse
Summary: The changes at Welton Academy that year did not just come from Mr Keating.Soon the boys will discover the people who , the circumstances that will change and how they will define us.
1. Molding oneself with change is the game

Hi guys , yes I will be updating my criminal minds story soon. Anyway I sort of hit a block and to get back into writing after watching Dead Poet's Society , I decided to explore this story. After the 25th of June I will be freeeee to write to my heats content until august. So updates may be slow but I hope you enjoy it. Obviously any dialogue used is from the movie and not my own. I only own the female characters. Anyway I'll stop rambling annnnnnnnd enjoy:D

The auditorium at the Welton Academy chapel was beginning to fill as the impending annual "Desideratus Ceremony" was about to commence. Seventeen year old Neil Perry was stealing a last minute laugh at a crude joke his friend Charles Dalton had told.

"Seriously guys, cut it out Nolan will be beginning the ceremony and we've gotta be ready" hissed Richard Cameron. Cameron had a small build that looked rather feeble in-between the tall, lanky Neil and boyishly handsome Charlie. "Okay, okay Cameron, seriously, relax" laughed Charlie as he slapped Neil on the back and grabbed his pillar. Neil grinned at Charlie as he picked up the wooden staff bearing a flag displaying Welton's emblem and the word DISCIPLINE in bold writing. _How apt _thought Neil smiling to himself and he held his pillar high above his head. Cameron rolled his eyes, took a breath exaggeratedly exhaled and shook his head in the fashion of a fifty year old man. Knox Overstreet who was standing behind him flashed a look at Charlie who winked at him.

Neil shook his head as the bagpipes began to play, fasten his grip on the pillar. The four seniors marched in a perfect procession following Welton's headmaster, Mr Nolan, an old boy and the bagpipe player. Neil noticed that the auditorium was unusually crowded, there seemed to be an additional two rows of pews. _Have they really taken in that many first years?_ Neil thought as a tried to inconspicuously glance at crowd. However as the procession passed the two rows of pews at the front of the church, Neil had to forcibly stop his mouth from dropping open. The front two pews on each side of the church were occupied by about five girls and their parents. _Girls?_ He thought. _Why are they here?_ Neil felt a gentle flush creep up his neck as darted his eyes to the front of the hall and kept his eyes fixated on Mr Nolan. By nature Neil was not self conscious, he was an affable boy with a tranquil confidence which made him a leader but nearing ten years at Welton Academy, he had not been in a room with more than two girls his age since he was eight. He noticed that Charlie had somewhat attempted to stand taller in an inane endeavour to appear important and that the normally pompous Cameron was sweating profusely. Knox seemed to be the only boy who was calm at the alarming sight of adolescent girls, slightly turning his head to inspect them. Neil stole at quick glance at blonde girl sitting on the edge of the pew._ I know her._ Neil inconspicuously turned his head towards the blonde girl, then her parents.

There sat a proud looking man with a thick moustached and a lady with too-straight teeth, an unnatural smile and the remainder of once daffodil blonde hair, inherited by her daughter. Neil recognised the father to be Mr Walter Rogers, a business associate and schoolmate of his own father. Neil remembered meeting their daughter approximately five years ago at a dinner party. Her name was Claudia, Clarissa or something around those lines. _Caroline. Caroline Rogers. _Neil remembered, though his memories were not fond. He recalled Caroline was haughty girl who had just sneered at Neil for the entirety of the evening.

As the headmaster, Doctor Nolan approached the pillar Neil and his friends walked down the aisle to take their seats next to their parents. He raised his arms in pastor like manner to cease the murmur rippling throughout the audience. He beamed proudly and announced:

"One hundred years ago in 1859, forty one boys sat in this room and were asked the same question that greets you at the start of each semester. Gentleman, what are the four pillars?"

Neil rose in sync with the rest of the male students and recited the four pillars in faux loud and enthusiastic voices.

"."

"In her first year Welton Academy graduated five students. Last year we graduated fifty one and over seventy five per cent of those went on to the Ivy League." Nolan continued vehemently promote Welton's successes and proud tradition, which enthralled the parents whom would sit their in the assembly with smug faces believing their child to be a master of the universe. However for all those seasoned Welton students, the speech would instil a horrid fear of the consequences of failure (or the ridiculous perception that failure was lower than an A grade) or bore them to sleep. Neil sat between his father and mother feeling a mix of apprehension to what the following year would hold and excitement of seeing his friends after a tedious summer.

"As you know, our beloved Mr Portious of the English department has retired last year. You will have the opportunity to meet his replacement Mr John Keating, a graduate of this school and who, for the past several years has been teaching at the highly regarded Chester School in London"

Mr Keating a quaint looking man rose and gave a little wave as the audience provided mandatory applause. Nolan again shushed the audience with the wave of his hands.

"Mr Keating is not the only change at Welton this year. In discussion with the Board of education, as well as many teachers at the school Welton this year has open her arms to ten female senior students. These are high achieving girls scoured from all over the East Coast , who we believe would highly benefit from attending Welton.". Nolan motioned to the girls in the front two rows and they all rose looking at one another as if they all hoped to sink into the floor. Caroline maintained indifferent expression inferring that she was almost bored; however it was the girl standing next to Caroline who caught Neil's attention. She was a small girl with stormy grey eyes and auburn hair; she looked dreadfully embarrassed and sat down almost as soon as she had stood up. Neil could easily sympathise with the girl, it was always a terrifying experience to be displayed in front the entirety of the school, which was something that the administration seemed to believe would build character.

"Naturally the girls will be warmly welcomed into Welton Academy and we look forward seeing their progress throughout the year, as we do with each one of our students. Now that ceases any announcements, timetables will be collected from your Heads of year. I will ask you to now go and unpack your belongings. Thank you ladies and gentleman". As the families began to vacate the hall, Neil noticed Caroline make eye contact with him and smiled. Neil nodded a polite smile back and turned to his father.

"That's Caroline Rogers son, she's the daughter of a good friend of mine. I hope that whilst you are keeping on top of your studies you do find sometime to get to know her. She is a delightful creature". Neil nodded his head at his father's wishes and looked over his shoulder to see look for Caroline, instead meeting the intense stare of the grey eyed girl. Once she noticed Neil gazing she blushed copiously and averted her eyes to the floor.

Too long? Too short? Too cliche? Constructive criticism is always appreciated , please no flames. And yeah , reviews are nice.

Cheers guys

M

xx


	2. Law is neither wrong or right

Hey guys , okay I know there were abysmal spelling and grammatical errors in the last chapter. I finished it and published it at like 12.30 last night. I will edit it properly and re upload it eventually , but in the mean time here is chapter. Enjoy the hopefully less terrible prose. Any dialogue and movie characters are all property of Peter Weir.

"Goodbye sweetheart. I know there's no use in saying write every week , but please do when you get the chance Ella" pleaded Mrs Stevens restraining tears as her only daughter Estella , was about to begin her first semester at Welton Academy. Estella nodded simultaneously suppressing tears as she hugged her mother .

"Of course, I will Mum. I'll miss you too. I love you" she whispered into her hair. Her mother released her from her tight grip and clutched her shoulders. Estella's father who was holding her suitcase put it on the ground and picked up his daughter and swung her around in his arms. "Oh my nightingale, I'll miss you so much. Remember , if any of those boys even look at you with a hint of.." he stopped looked around exaggeratedly and smiled "of lust you're coming straight home" he whispered and kissed his daughter tenderly on the cheek.

"Don't worry Dad , I think I'll be fine. I'm just going to miss you" Estella struggled to verbalize her last words as sobs wracked from her throat. "Oh Ella , honey it's okay we'll see you at Thanksgiving and any weekend you want to come home. Just give me a call sweetheart" soothed Mr Stevens , rubbing Ella's shoulder. Ella nodded and huddled between her parents for the last time for two months. She knew she would yearn for her mother's musky perfume scent, he father's wit and even her two brother's practical jokes but she knew that if she were to succeed at Welton , her opportunity to attend a decent college would be greatly increased. It was only then that she could plausibly pursue her ambition of becoming a writer.

The Stevens were not a delusional family with expectation of producing the future presidents or nobel prize winners , but were extremely supportive in aiding Ella achieve her academic goal if she applied herself. Though not a particularly wealthy nor spectacular family , they were of a sensible disposition and gentle nature. Ella was the middle child of two boys , the elder Timothy studying accounting and younger Daniel attending the local public school. The product of a history and science teacher, Ella was the scholarly prodigy of the family and had earned her scholarship with a flair for writing and thorough intellect. However she had also inherited a too gentle nature, demure in most of her personality, except her writing.

Ella regained her some composure after her final hug and pasted a crooked smile on her face. "I love you both" she whispered and bid her parents farewell. She picked up her heavy suitcase and began to make her way across the lawn to the boarding house , keeping her eyes to the ground. Her primary objective for the year , was to work hard and unnoticed without trouble or conflict. _It's only a year , you'll be fine. It can't be that bad._

Ella was so preoccupied in her thoughts she did not see the sandy haired boy in front of her and collided causing them to drop both their suitcases. Ella's face contorted in complete in horror._ Oh no , I've been here five minutes , he's gonna think I'm a complete idiot_ she panicked internally. The boy had a similar terrified expression on his face , and began to apologise.

"Oh-oh , I-I-I'm so sorry. Here let me…"

"Oh no , it was my fault. I'm sorry I should've been watching…"Ella trailed off , feeling a blush spread through her cheeks.

"Oh er its okay" the boy's whisper barely audible. Ella and the boy stared awkwardly at each other for a few moments. Ella racked her brains to say something, even thought she was shy, she didn't want the first person she met to believe she was an incoherent fool. She glanced around the gardens, trying to think of something to strike up a conversation.

"So you er like Welton….?" She asked feebly, mentally scolded herself.

"Oh er I'm new too. My names Todd Anderson" he smiled shyly.

"Ella , well Estella but my friends call me Ella" Ella beamed back extending her hand. Todd shook it. "Um Ella , would you like some help with your bags?"

"Oh no thank you Todd , you've got your own and mine aren't that heavy" she babbled then stopped and gave a nervous laugh.

"You're nervous too?" Todd asked sympathetically, a kind look on his face. Ella sighed and smiled weakly.

"Yeah , oh my goodness , it's bad its that obvious" she rubbed her face wearily. Todd grinned.

"Yeah , I felt sick during the ceremony." They both stopped talking for a few minutes as they made their way to the courtyard of the boarding house. Ella decided to be bold and continue the conversation.

"So why did you move Todd?" A dreamy smile crossed Todd's lips as he looked at the ground then to Ella.

"My brother went here. He was kind of a brain. Mum and Dad thought I'd benefit from it, seeing Geoff did. He's studying to be a lawyer". Todd had relaxed in the last few minutes perhaps relieved to find another kindred shy person. Why Ella could even sense a hint of mockery in Todd's description of is brother. Ella smirked.

"What about you?"

"Scholarship. I'd like to study English once I finish school, maybe be a journalist. I'm a better writer than I am speaker. It's easier to tell a page something then a heap of people"

"Yeah or let the page tell a heap of people something" laughed Todd.

The pair had now reached the intricately designed stone foyer , outside the boarding hall , now at a loss of where to go.

"Do you know which way the boarding house is?" Todd asked Ella , looking around slightly dazed.

"Oh , I-I have no.."

"Hey , we're gonna be roommates".

Ella and Todd turned to face the source of the interruption in a tall , dark haired , brown eyed boy with a confident smile on his face. He turned to Ella and smiled

"Well not you of course , but you" he said pointing Todd.

"I'm Neil Perry," the tall boy extended his hand to Todd.

"Todd Anderson" Todd shook Neil's hand , then looked at Ella.

"And this is Ellestell , um , er" Neil gave Todd a confused look and then smiled at Ella.

"Estella Stevens , well Ella actually…" she mumbled coyly , shaking Neil's hand. He had a strong grip which intimidated Ella and there was such a bright light in his dark eyes that made her feel sheepish.

Suddenly a jigsaw piece fall into place in Ella's head._ That's the boy who looked at me. Oh god , he probably thinks I'm such a loser_.

"Follow me , I'll take you to the dorms. Yours should be somewhere across the hall from ours Estella." Neil called out dragging Todd away from Ella divulging into conversation, leaving Ella a few metres behind them.

"Oh , so you're that Anderson" she heared Neil laugh , as Todd looked over his shoulder and gave her a sympathetic look. Ella sighed, picked up her bags and followed them to dormitories.

Ella eventually caught up with the two boys , her arm aching from carrying her heavy bag. She had been listening to an interesting conversation between Neil and Todd , and had learnt that ;

Todd had three brothers. Archie ,a banker , Geoffery the future lawyer and valedictorian of Welton and Sandy embarking on a future career in banking too. Though Sandy had enjoyed immense success at Brendalhall , his parents thought Todd would be better suited to a Welton education , which was ruled with an iron hand so dreamers and apathetic students would not fall behind.

Neil on the other hand was an only child from a wealthy family , endeavoring to become a doctor and involved in a variety of school activities.

The trio reached Neil and Todd's dorm , as Todd fumbled to find a key , Neil looked at Ella and smiled. "What's your room number?"

Ella raised her lips in a mundane attempt to smile but failed due to the butterflies in her stomach , she broke the gaze by looking into her pockets and fumbling for her number.

"Seven , seven , two" she said. Neil grinned and pointed to the opposite door.

"Thank you" she whispered. Neil turned and walked into his room , as Todd walked out to talk to Ella.

"I'm gonna go and unpack but it was nice to meet you , I'll look out for you" he said bashfully. Ella returned a diffident smile.

"It was nice to meet you to. It was good to find another new person" said Ella , pushing her hands into her skirt pocket , her grey eyes widening in fear.

"Oh no!"

"What?" asked Todd who suddenly looked alarmed.

"I didn't my keys. I'm stuck" Ella slapped her hand to her head._ IDIOT _resonated throughout her head. Todd snorted .

"I have a letter opener? Not that it'll do much but…I'll be back"

Todd turned around to re enter the dormitory , to find a small red headed boy bloking his path.

"Have you seen the new guy? Looks like a stiff" he more or less yelled mockingly. Ella slightly frowned as Todd pushed past him , and as the ostentatious boy eye's widened with mortification and in an all too rat like manner scurried off. Ella could hear the murmur of voices in Neil and Todd's dormitory , however thought better than to walk over. Many of the boys and the minimal inhabitants of girls had disappeared into their dormitories to unpack and Ella leaning against her door trying to sit on her suitcase felt a exceptionally foolish.

A group of three boys were walking towards Neil and Todd's dormitory, as Ella hastily turned around to pretending she was unlocking her door. The boys were engaged in a loud and excitable conversation , which Ella hoped would prevent them from noticing her trapped outside her dormitory.

"I'm telling you guys , next Summer will be awesome. I'm thinking road trip to California , you know see the west coast , hopefully run into to seem pretty free valley girls and woah , let the fun begin" one laughed rather loudly.

"Yeah right , because as if your parents are going to let you near your trust fund to go to California Charlie" replied a boy with a higher pitched voice.

"Hey Meeks , I don't have to tell them what I'm doing" presumably Charlie coolly responded. The boys turned at the door.

"Rumour has it you did Summer school" Charlie teased as he casually leaned on the doorway.

"Chemistry" she heard Neil reply, as the boys filed into the room closing the door. Ella could again hear the muffle of conversation and laughter.

_Great. This is fantastic. I'll be fine away from home_ Ella thought sarcastically and rolled her eyes. She leaned against the door and resisted the urge to cry out of frustration.

"Estella Stevens?" a voice called. Ella was relieved that was a female voice and turned to her left to see , a girl with pretty feline like creatures with dark hair and dark eyes clutching a suitcase in one hand and two keys in the other. She smiled.

"Hi , I'm Mara Lewartow" the girl introduced with a slight New York accent , with the hint of a European accent as well.

"Ella" she replied shaking her hand. Blushing at the obvious stupidity of forgetting a key , she pointed to at Mara's hand.

"I-I kind of…forgot …to.." she mumbled. Mara laughed in a gentle manner which allowed Ella's face to relax into a goofy smile.

"It's fine , I was late and worried when I picked up the keys and found that my room mate hadn't picked hers up yet"

"Yeah , I was kind of , you know ..distracted today"

"Oh , I understand completely" Mara gently touched Ella's hand reassuringly and presented her with the elusive key to open the door.

Their dormitory was nothing extravagant ; two uncomfortable looking steel beds , wooden floor boards which looked like they had not been varnished for years. Two desks in each corner , an unreliable looking heating unit and a horrid parsley wallpaper.

"Welcome to boarding school" groaned Mara sarcastically. "Oh well , slightly bigger than my room back home. What do you think?". Ella eyed the bed dreading to climb into it tonight in fear that a spring my pop up through mattress. Desperate not to portray the persona of a princess , Ella hastily tried to think of a somewhat witty remark.

"Home had carpet" Mara looked at her quizzically and then burst into giggles.

"Keeps your feet warm right?" laughed Ella at her own pathetic remark.

"Oh , I love you already. Where's home?" asked Mara curiously.

"Augusta. Not too fair away. You?"

"New York , Brooklyn to be precise."

"Wow , how did you hear about the scholarship?"

"My dad's a lawyer and a client of his attended Welton apparently , keeps up with news of the told Dad.. I want to be a doctor and Dad said , he'd be happy to let me study away from home , if I worked hard and if was what I really wanted." Mara said matter of factly. Ella nodded admirably , impressed by Mara's drive to move states away to study. She liked Mara , she seemed be to be kind hearted yet possess a confidence and strength to stand up for herself. _A perfect influence_ Ella mused , silently berating herself for her passive demeanor.

Ella walked over the close the door when she saw a rather stern look man , in deep conversation with Neil on the other side of the hall. Neil however was not displaying the cool confidence he'd had before nor did he possess the cheeky smile. He in fact looked rather disheartened, almost sad.

"Don't you ever dispute me in public again , do you understand?" snapped the balding man , Ella presuming to be Mr Perry.

"But father , I wasn't disputing you I…."

"After you've finished medical school and you're on your own you can do as you damn well please , but until then you will do as I tell you is that clear?" barked Mr Perry in a gruff like manner. Neil gave a resigned sigh , his expression defeated he nodded subordinately.

"Yes sir , I'm sorry" Neil replied quietly. Mr Perry gave a satisfactory smile , as if he had won a prize , which Ella found slightly perturbing.

"Very good m'boy , you know how much this means to your mother. If you need anything let me know" Mr Perry continued to coerce , then shook Neil's hand. Neil gave a small smile and bid his father adieu.

Ella gazed sympathetically at Neil as he leant against the wall his face contorted with resignation and frustration. Neil caught her eye and rolled his eyes in an angry manner. All of a sudden he looked quite angry and glared at Ella.

"What?" he snapped callously. Ella recoiled as if she had been struck , unsure of why his frustrations were being directed at her.

"Get used to it , you'll see a lot of that around here" Neil's voice was indeed unlike the warm one she'd heard earlier that day , it was cold and unfeeling. Ella gazed after him as he stormed into his room , feeling ashamed of witnessing the disagreement between Neil and his father.

I hope you enjoyed it. I'm sorry to any Americans apalled by my lack of knowledge of American geography , I hope I tried to keep Welton within the New England region (Maine) for thats where I assumed it was set. Anyway , hope you liked it , reviews appreciate.

Love

M

xx


	3. Tyger , Tyger Burning Bright

Here's chapter 3 , hope you enjoy.

Neil swaggered over to Charlie to shake his hand, a bounce in his stride. Charlie hailed the rest of his companions into the dormitory and closed the door, dropped on to Neil's bed and stretched out. Todd turned his head slightly to acknowledge the other boys whilst his continued to pry through his belongings for the letter opener he'd promised Ella.

Gentleman , what are the four pillars?" he asked over enthusiastically , exaggeratedly imitating Nolan's arm movements. "Travesty , horror , decadence , excrement" the boys choroused laughing at their joke. Todd again peered over his shoulder and gave a polite nod of his head , when he caught Neil's eye who smiled.

"Study group , well Meeks aced Latin , I didn't flunk English and you've got Chem, so there we go , organized" announced Charlie happily , casually lighting a cigarette.

"Yeah , Cameron's already on to it , he's already organized one for tonight" sighed Neil as he sat on the heater. Knox groaned and Meeks rolled his eyes.

"What's his specialty , boot licking?" asked Charlie in mock outrage.

"Hey , he's your room mate"

"Yeah and that's not my fault"

Whilst Charlie and Neil continued to subtly deride Cameron , Meeks straightened his glasses and peered over at the new boy , who seemed to be busy searching for something.

"Oh guys , this is Todd Anderson" introduced Neil , as Todd exchanged salutations and hand shakes with Meeks , Knox and Charlie.

"His brother was Geoffery Anderson" said Neil taking the cigarette of Charlie and taking a drag.

"Valedictorian" Charlie recalled in feign admiration.

"Yeah , National Merit Scholar too , welcome to Hell-ton" Meeks tease.

"It's every bit as hard as they sit is" teased Charlie , who sat up on the bed and gently kicked Meeks. "Unless you're a genius like Meeks here"

"He flatters me".

Todd again graciously smiled. _Where is it? Ella's gonna think I'm such a jerk_ he though worriedly.

"So , what do we all think of Welton's newest additions?. Apart from you Todd m'boy?" Charlie asked raising his hand apologetically to Todd.

"It should make for an interesting year" said Knox. "They were so pretty and clean" he mused.

"Well Todd already seems to be friends with one of them" added Neil casually taking another drag. Charlie , Knox and Meeks turned and faced Todd with genuine looks of shock and approbation on their faces.

"Very nice Todd" said Charlie getting up off the bed to shake his hand.

"Is she a looker? Good boobs , nice arse?"

Todd blushed. He had yet to inspect Ella's features of appeal to Charlie and frankly did not care too , he associated Ella with pure child like innocence. Todd had slight suspicions that she may not have had much contact with boys her age before. Neil's reaction however summed up Todd's suspicions , as he heard Neil give a laugh and stand up.

"Wouldn't even go there with this one Charlie" Neil laughed. Charlie raised his eyebrows and popped is mouth into a little "o" shape.

"We-hell , Nail out of all the years for you to show a little interest"

"Oh knock it off Charlie" Neil rolled his eyes and grinned. "She was shy. Very shy , she had trouble talking to me"

"Nice though?" asked Knox

"Seemed to be" Neil gave an indifferent shrug.

"Pretty?" asked Meeks innocently. Neil looked at him, a thoughtful look on his face. Did he think Estella Stevens was pretty? _Absolutely !Definately_ Neil's thought's all synonymous with**YES! **She had a delicate, pale skin which looked as if something forceful hit, she would shatter. Her eyes a mixture of blue and black which created a stormy grey , which though she appeared so timid had an intense stare , her auburn hair the colour of autumn added to the mismatch of features , which added an awkward splendor to her appearance.

Neil smiled to himself.

"She's okay"

"Just okay?" winked Charlie. Neil met Todd's eyes and grinned.

"Todd saw her first"

A deep crimson spread throughout Todd's cheeks like a fever, his hands slightly shaking, skittishly knocking over a few of his belongings

"No-no" Todd mumbled shaking his head , "She's …. Nice and was lost , so I kind of helped her"

Knox walked over to Todd and clapped his hands on his shoulders

"Don't worry buddy , it's okay." Todd awkwardly smiled as Knox gave him a small shake. Todd felt like an idiot , and was now subdued to listen to Charlie laugh at him. Charlie's laugh however was interrupted by an impatient wrap on the door.

"It's open" called Neil whose smiled quickly faded when a tall , balding man entered the room. Todd assumed this was Neil's father and continued to unpack his belongings , almost not noticing the other boys immediately raise to their feet.

"Keep your seats fellas , keep your seats" said Mr Perry in a condescending manner , lowering his hands in a manner all to similar to Mr Nolan's. Neil half smiled at his father searching his brains for something polite to say. Not that he disliked his father , but Mr Perry always managed to make it quite obvious that Neil was his subordinate in front of the school community.

"I thought you'd gone" Neil's voice braking into a squeak. Mr Perry gave him syrupy smile and walked over to Neil desperately hoping his father did not smell the tobacco from the cigarette.

"No , no not yet , just popped passed to say good bye. Oh and I was talking to Mr Nolan and I think you should drop the school annual"

Neil lost the struggle to keep his composure his face exploding into indignation

"But I'm assistant editor this year!" he exclaimed. Mr Perry looked at his son blankly.

"Well , I'm sorry" he apologized insincerely.

"Father that hardly seems fair" Neil continued to argue defiantly. A tick of annoyance flashed in Mr Perry's eyes , who recovered quickly and forced a smile.

"Fellas , please excuse us for a minute" as he turned on his heel and walked out of the room , a grimacing Neil following.

The boys looked around the room at each other awkwardly , hearing the disagreement between Neil and Mr Perry. Todd lowered his eyebrows , confused at Mr Perry's order._ Surely editing an annual doesn't take up too much time_ he thought , as he grabbed the elusive letter opener and was about to walk out of the room when Knox pulled him back silently shaking his head. Charlie waved his arms seriously , which gave Todd the impression the outcome was not pretty.

"Get used to it , you'll see a lot of that around here" they heard Neil give an uncharacteristic growl , presumably to junior. Charlie pointed to the door and the boys followed him outside to see standing dejectedly against the wall.

"Gees Neil , why doesn't he let you do what you want?" asked Charlie with subtle sympathy.

"Yeah Neil , it's not like it could any worse, Tell him off" Knox tried to offer some sort of advice. Neil however rolled his eyes and scoffed;

"That's rich , like you guys tell your parents off" eyeing Knox and Charlie. "Mr Future Lawyer , Mr Future Banker" he snapped.

"Okay , okay" Charlie backed down raising his hands as a sign of peace , "I don't like it anymore than you do. But c'mon they can't do it forever". Neil sighed and looked down at the ground ,

"He can do whatever the hell he wants. You guys are the same way so don't tell me how to talk to my father" mumbled Neil , shaking his lanky limbs and standing up straight. Charlie patted him on the back;

"Well I wouldn't lose much sleep over it. It's just a bunch of jerks trying to impress Nolan" he said oblivious to the insensitivity in his voice.

"Yeah well, I don't care. I don't give a damn about any of it" Neil let out a sarcastic laugh. The others looked at him sympathetically for a moment , until Meeks decided to break the silence to regain an upbeat mood.

"So Latin , my room eight?" he asked. The boys all mumbled a "yes" and scattered about their business. Todd stepped through the door way , when Neil caught him.

"You're coming tonight right?" he asked. Todd gave a short smile and nodded.

"Good" smiled Neil "Where are you going pal?".

Todd cringed his eyes with embarrassment and began to stutter;

"Oh , er , nowhere , I'm just…..helping Ella". Neil looked at him and shook his head laughing. Normally Todd would've been mortified at his nerves , however he preferred to see the cheerful and joking Neil , then the defeated , angry person who'd been leaning at the door five minutes ago. Todd stepped out of the room and knocked on the door across the hall , as it swung open Todd stood there paralysed.

A beautiful girl with dark straight hair , dark eyes , almost feline features opened the door. She smiled a warm smile at Todd , who suddenly felt weak at the knees and the crimson blush resurface in his face.

"Hi" she said brightly.

"H-H-Hi." He stammered back , staring at the girl in awe of her beauty. Her smile waned a little as she forced herself to look polite as Todd kept blinking , trying to remember why he'd come to the room in the first place.

"Todd?" another female voice called ,as Ella's small figure appeared at the doorway.

"Oh hey Ella , I-I-I found my opener but, well obviously you don't need it because you're in your room , I just didn't want you to think I was a jerk" Todd let out a nervous laugh. Ella smiled , as the other girl covered her mouth with her hand to conceal her giggling.

"Thanks Todd , that's really lovely of you" said Ella appreciatively. Todd nodded politely , still eying the other girl.

Ella noticed him looking at her and pulled the other girl forward. "Todd , this is Mara Lewartow , Mara , this is Todd Anderson , he's new her too" she introduced. Mara shook Todd's hand , causing Todd to blush profusely.

"Nice to meet you" he said quietly.

"You too"

Todd was about to ask the girls more question when:-

"Todd , c'mon it's sports sign up , if you don't come know all the shitty ones will be left"

Todd spun around to see Charlie and Knox waiting outside his room. Knox had eyes fixated on the two girls , glancing nervously between the two and Charlie puffed out his chest in a rooster like fashion and strutted over.

"Ladies. If I may introduce myself , Charles "Charlie" Dalton" he said taking Ella's hand and kissing it , causing Ella's cheeks to go a deep shade of scarlet. She grabbed her hand back and was caught between hysterical giggling and shock. Todd could sense Ella's overwhelmed feelings thus verifying his belief of her lack of male interaction.

"That's Estella and this is.."

"Mara!" Mara cut across Todd , squeezing Charlie's hand into an awkward handshake before he had time to kiss it.

"Nice to meet you" she called over Charlie's shoulder to Knox.

"Knox Overstreet. You too" Knox called back , laughing at Mara's dismissal of Charlie.

"Well , we've got to-to-to finish unpacking , sorry. Nice to meet you again Todd , Knox" Mara nodded politely , in sync with Ella who appeared desperate to hide in her room after her encounter with Charlie. The girls disappeared behind their dormitory door and slammed it shut.

"Man Todd ,they are some weird girls" said Charlie leaning his arms on Todd's shoulder. Todd looked at him.

"Ella's just shy"

Charlie smirked

"C'mon buddy lets go , or you'll get stuck with squash"

Hope you liked it. Reviews? Anybody? Please?I make nice cookies;)

M

xx


	4. Looking's a way of being

Okay this is a long chapter. I hope you like it. It sort of cements the evolving of relationships and hopefully there is some character development. Enjoy

The mess hall at Welton , was unusually quiet at breakfast the next morning as many of the boys were in awe of their new female companions. Though the hall eventually filled with the swell of chatter , boys from all year levels would turn their heads at any chance they had to look at the girls. Ella and Mara had taken their seats at the end of the table full of girls , segregated from the boys.

"So what have you got today?" asked Mara , pouring a glass of milk. Ella took her timetable out of her satchel and inspected it.

"Ergh chemistry" she groaned and grabbed the milk jug of Mara to fill her own cup. She took a swig and continued to read out daily routine.

"Followed by history , double English and Latin. Goody"

"Well I have chem first too , and double English after the morning break" Mara said grabbing Ella's timetable and inspecting it.

"Wanna be lab partners?" Mara offered , Ella looked at her skeptically.

"I'm terrible at chemistry"

"Well I'm not too bad , I'm not great at English , so we can help each other". Ella smiled

at Mara , exceptionally grateful that her room mate had not been the blonde girl who was sitting next to them

"Friends from school?" she asked stiffly. Mara and Ella exchanged a glance.

"No , we met yesterday. Room mates" Ella answered. The girl looked at her with a forced smile.

"That's nice" she answered not sounding like it was very nice at all.

Mara gave the haughty girl a quizzical look , then took another bite of her toast. Ella immediately assumed that Mara didn't like their present company and decided to make an effort to at least be courteous.

"I'm Ella and this is Mara" she introduced in a quiet voice , gently extending her arm. The girl again forced a smile and barely shook Ella's hand.

"Caroline Rogers"

"So where did you go to school before Welton?" asked Mara, not looking up from her plate. Caroline eyes inspected Mara , wavering up and down nonchalantly.

"Penderfall Girls , about half an hour easr from here" she answered in a deadpanned voice.

Caroline gave a faux sweet smile and continued to say in a drawl;

"I know who you are Mara Lewartow , my father has been a client of yours before. Interesting choice of association I thought. Do you find it somewhat hypocritical that a man who practices law , is guilty of a crime himself?"

Mara's head snapped upright , her eyes flashing an angry glare. Ella took a long swig of her milk and glanced at her plate , dreading the foreseeable reaction to come. Mara took a deep breath.

"I don't know , what if I told you my father was a defense attorney. Looks like you'd have no basis to even ask the question" she said hotly.

"I happen to know he's not" replied Caroline coolly.

"Well I don't have to justify anything to you. Dad came across with a legal visa and is now a citizen. You have no idea what you're talking about" hissed Mara icily.

Caroline continued to smile her awfully sweet smile.

"Perhaps. But did you? It would be a pity to send you all the way back to the ovens" she sneered. Ella near choked of her food at the shock of what Caroline had said , causing her to cough violently. She looked over at Mara , whose face had gone a deep red , obviously fuming.

"It's a wonder the let the rif raff in here" Caroline added snidely , rose from the bench and sauntered off return her plate.

As Ella stopped spluttering she looked at Mara , who was still livid. Ella rose and walked around to Mara and placed her hand gently on her back.

"Are you okay?" she asked timidly. Mara looked at her with heavy eyes , Ella squeezed her shoulder and Mara exhaled a sharp breath.

"I'm fine" she answered tiredly. She focused her eyes on her plate , placing her knife and fork in the centre.

"You know what? All that money spent on her education at a pretentious school and her politics , history and any legal studies are abysmal" Mara snapped quietly to Ella. Ella rubbed her friend's back soothingly.

"She wants to be precocious , but she is so ridiculously ignorant that her mindset is prewar anti-Semitism" Mara hissed again. Ella put her arm around her , impressed by the fact Mara had restrained her emotions.

"Are you sure you're okay with what she said? She was completely out of order" Ella continued , layers of concern in her voice. Mara looked at Ella and gave a soft smile.

"Yeah. I don't care what people like Caroline Rogers have to say. They thrive off believing they are superior others , if I react , I'll inflate her hea and she'll believe besides. When my dad defended her dad , he told me that Mr Rogers was about to be sued for being like "financially unethical" was the termed Dad used. He told him to hire a defense attorney , Mr Rogers said no and upped what he was gonna pay Dad , Dad took it. Rogers won the case , Dad still has no idea how but gladly took the money off him" Mara almost laughed at the story. Ella smiled then looked at her questioningly

"But if your Dad thought he was guilty , why did her take the money?" asked Ella , internally berating herself for being trying to be scrupulous. Mara laughed;

"Well he said , it was a comfort for him that at least Rogers would be out of pocket something"

Ella snorted , smiling rubbing her face in her hand and picked her plate up.

"Well , lets go , chemistry awaits" she said sarcastically.

The laboratory was near full by the time Mara and Ella arrived. It was a long room , with a potent disinfectant smell and peculiar looking chemistry sets along the back benches. Their teacher , Doctor Addler gave the girls a beseeching look.

"In future ladies , you will be punctual to all my classes" he snapped. There was a quiet snicker rippling throughout the boys in the class , as Ella blushed and Mara feigned an apologetic smile.

"Sorry we're late" she mumbled. Ella and Mara made their way into the middle row and took the last two spare seats. In front of them was Neil and Charlie , who both turned around. Charlie had a wicked smile in his face and raised an eye brow at Ella. Ella who was already embarrassed about walking into a classroom late , was not in the mood to be teased by Charlie and rolled her eyes and began emptying her bag. As she raised her head she saw Neil looking at her. Neil however to not have cold glare in his eyes , as he had the previous day but more of a kind smile. Ella felt her cheeks go red and she softly smiled back , gently nodding in acknowledgement. Doctor Addler marched about the front of the class fetching experiment books.

"You will take three experiments from the project list and report on them every five weeks" he announced in a harassed manner , stalking around the class room , handing out the books to all the boys on the end of the row.

"The first twenty questions at the end of chapter one a due in tomorrow" his emphasis on the last word , as Ella flipped through the experiments , and slapped her hand to her face quietly. _How the hell am I going to get through this?_ She thought tiredly. Her sentiments seemed to be unanimous with the boys in the classroom , as they let out a uniform groan. She looked at Mara carefully studying the questions , looking un phased. _I bet this will only just be the beginning_ she thought irritably.

Though history did not pose the same problems as chemistry , Professor Redford had set their first essay on the American Revolution , due in two days. This was met by the same response as their chemistry questions.

"I know , I know" Professor Redford chortled , "But if you've done the holiday homework , this would be quite a simplistic task". Ella felt slightly more relaxed in history , as neither Neil nor Charlie were in the class and it was an opportunity for her to get to sit with Todd. Whilst listening , the two sat passing notes to each other about what they thought of chemistry and Todd drew quite a humorous picture of Professor Addler , which Ella had to refrain from bursting into giggles. Ella liked Todd , he was a sweet boy and was glad she was not the only person terrified of Welton.

As History ended Todd and Ella walked down to the mess hall again , passing the zealous boys running and jumping throughout the corridors.

"What do you have after lunch?" asked Ella

"English , Keating" Todd answered.

"Me too. God , I hope he doesn't want an essay because a thousand words on American Rev and chemistry aren't exactly "simplistic tasks" said Ella , worrying on how she was going to get through her first week.

"I guess that's why the call it Hellton" said Todd in the mixture of a groan and a laugh. Ella nodded in agreement.

"Mara and I are going over chem tonight , do you wanna come Todd?". Todd stopped in his tracks and turned red. Ella stopped and looked back at him , slightly worried.

"Todd , are you okay?"

"Y-yeah, its…er..so…Mara"

"Oh no , no Todd , she's really nice and you know I can't talk coherently to anybody besides you and Mara , she's completely used to shy people"  
"Yeah?" sighed Todd , as a light flicked through Ella's grey eyes and she turned to him a wide grin spread across her porcelain face.

"What?" Todd questioned nervously

"You like her?" Ella asked innocently , as Todd's cheeks flushed a crimson red , as he followed after Ella.

"No , n-n-no …I…I've only spoken to her once" said Todd trying to be defiant. Ella laughed

"Well then you like the way she looks" teased Ella jokingly ,as the mortification on Todd's face expanded.

"Don't worry , she's very studious , she won't even notice the obvious signs" Ella reassured him. Todd gave a weak smile and shook his head.

"Thanks but I kind of promised I'd work with Neil , but we can do history together"

This time it was Ella whose cheeks flushed causing Todd's face to explode with surprise and produce an outrageous smile.

"Well, well it looks like I'm not the only whose got a crush" he teased gently nudging Ella. Ella blushed furiously and shook her head.

"No , no"

"Yeah , or you think he's cute" continued Todd , relaxing and looking as if he was enjoying himself.

"He's not , un cute" replied Ella wishing she had a somewhat more witty come back and her head not screaming that _He has the most the beautiful eyes._

"Yeah and that's how you dig yourself out of your hole Ella" teased Todd "C'mon , lets hurry , I'm starved".

Ella hurried after Todd, a bit dizzy as she thought about Neil smiling at her in chem.

After lunch Ella and Mara had managed to get lost in the labyrinth of corridors and hallways at Welton. Ella would have elected to sit with Todd but was hindered by the fact that Caroline Rogers had been sitting at their table , flirting with Charlie and trying to get Neil's attention. Sensibility would have Mara and Ella sit at the end of the table with some of the junior boys , who had gaped at them throughout the entirety of lunch.

"Oh I hope , Keating's not one for humiliation as punishment" mumbled Ella as the finally found the class room.

"Oh he can't be any worse than Hager , that guy was an ass" answered Mara , as they made their way into the room. There were two spare seats left , one in front of Neil and behind Cameron , the other in front of Knox and behind Todd. Mara went and sat behind Todd , unaware of the horror in Ella's face as she walked down the aisle past Neil and sat in front of him. Todd turned slightly to face Ella , though he the usual petrified look he had before starting a class on , he forced a weak smile at Ella , gave him an uncomfortable smile back.

The boys were rowdy and throwing paper balls at each other , when the opening of the office door presented the quaint looking man , strolling out with a pleasant look on his face and an affable smile. He was whistling the 1812 overture as it if we were on record in his head. The boys immediately stopped , captivated by such queer behavior and turned their heads in sync as he walked out of the class room. The boys in the class exchanged curious glances whilst the majority of the girls were unimpressed.

"Well come on !" they heard an upbeat voice at the door , as Mr Keating popped his around the corner. The whole class was now exchanging perplexed yet intrigued looks with each other , as the boys rose followed slowly by the girls who gathered around Mr. Keating in the hallway. Ella and Mara waited at the back of the hall , near Todd and Knox , as Ella noticed the pompous , red haired boy make his way up the front to stand near Mr Keating. Mr Keatings eyes fleeted amongst his class a warm smile on his face as , he absorbed all the features of their faces ;

"Oh captain , my captain. Does anyone know where that comes from"

_Walt Whitman_ Ella thought , but refused to raise her hand. Mr Keating looked at each person a gentle begging in his eyes.

"Anybody?" he continued , as Mara's hand shot up into the air.

"Why , yes Miss" Mr Keating acknowledged her politely. The boys around turned in the class , half rolling their eyes and half annoyed that Mara knew the answer.

"It's a poem by Walt Whitman. Oh captain , my captain , the fearful trip is done. The ship has weathered every rack the prize we sought is won" answered Mara giving Charlie a triumphant smirk.

"Very good , Miss…..?"

"Lewartow" answered Mara . A grin crossed Mr Keatings face.

"Excellent Miss Lewartow" as he glanced at the roll "Miss Mara Lewartow. European. If , I'm not mistaken , if I may guess to your deeper roots , Jewish as well? Tell Miss Lewartow , do you have a keen interest in poetry"

The class looked at Mara who now looked uncharacteristically self conscious.

"Um it's okay , my dad does though" she answered trying to shield the embarrassment in her voice. "That's how I know that poem. My dad likes it".

Mr Keating gave her a warm smile.

"If I may recommend some of the traditional Jewish poetry , it's rather beautiful. If you prefer something modern , Denise Levertov's work is something special. I think you would appreciate them" he said kindly , Mara nodding at him relieved he'd not continued to question her.

Mr Keating turned to the rest of the class.

"Now , in this class you may call Mr Keating , or if you're slightly more daring Oh captain my captain" he said with a flicker of excitement in his eyes. Charlie suppressed a laugh , as Neil chuckled at him looking at him with admirable eyes.

"Now let me dispel a few rumors so they don't fester into facts , yes I too , attended Hellton" he gave the boys a knowing look. "And I survived. Now at that time I was not the mental giant you see before you , more the intellectual equivalent of an ninety eight pound weakling" he informed them with a slight melodrama in his voice. Keating had his class captivated Ella could not help but feel somewhat inspired with the passion in which he spoke. Her other teachers had some talk in the same monotonous fashion whilst Keating seemed , more natural , more alive.

Now Keating was well aware he had the entire class's attention he continued;

"I would go to the beach and people would kick copies of Byron in my face".

There was a murmur of laughter rippling throughout the class , as Mara and Ella exchanged entertained looks and giggled. Keating displayed a smile that mirrored the reaction of the class. He looked at the roll , his eyes darting around the class.

"Mr Pitts. Pitts , that's a rather unfortunate name" he said with teasing sympathy. Shy Pittsie who already stood out enough due to his giant frame , raised a long limb slowly into the air and smiled.

"Ah , there you are. Mr Pitts could you please turn to page forty two and read aloud the first stanza of the poem you find there" Mr Keating asked patiently. The class opened their books and eyed the poem. The same murmur of laughter rippled again as Pitts looked up and shot Mr Keating a worried glance.

"To the virgins , to make much of time?" he asked questioningly. Charlie smirked at Pitts , then winked at Neil who covered his mouth with his hand as Keating nodded.

"Yes , it seems rather appropriate doesn't it?" he asked jokingly his eyes darting between the segregation of the girls and boy.

"Gather ye rosebuds , while ye may" read Pitts.

"Thank you Mr Pitts , gather ye rosebuds while ye may. I believe the Latin term for the sentiment is carpe diem. Does anyone know what that means?"

This time it was Meeks , the small boy with the red hair and large glasses.

"Carpe diem" he recited by route "means Seize the day".

"Excellent" replied Keating "Mr..?"

"Meeks"

"Meeks , hmmm another unusual name" he mused. "Seize the day. Gather ye rosebuds while ye may. Why does the writer use these lines?" Keating asked the class..

"Because he's in a hurry" he announced nonchalantly , from across the hall testing Keatings reaction.

"No." Keating said merrily , whacking an invisible buzzer. "Ding , thanks for playing". The class laughed again and Charlie raised his eyebrows , impressed at Keating's ability to go along with the joke.

"Because we are food for worms lads. One day each of every one of us in this room will turn cold and die"

His words left a poignant silence ringing throughout the class. As he walked up the the trophy cabinet he beaconed for the class to follow , in which they did;

"Now , I would like you to come and peruse the faces of the past. You'll find them very similar to yourselves. Unless you're some of newest members then I doubt your partial to the breaking voices and fluff on your faces" he observed very casually as the class gave another murmur of laughter.

"But you'll see the have the same haircuts , same hormones and the same feelings of invincibility . They believe they are destined for great things , their eyes full of hope , just like you. You see ladies and gentleman that these boys are now fertilizing daffodils. If you listen carefully , you can hear them whisper their legacy to you. Go on , lean in" encouraged Keating as he moved to the back of the huddled boys. The girls in the class , well all six of the girls in the class remained standing at the back.

"Do not worry ladies , these are but the perfectly , respectable gentleman of tomorrow. They do not bite" Keating said enthusiastically motioning for the girls to step forward.

Mara and Ella hesitantly walked forward and peered into the cabinet with curiosity , seeing the strict tradition that the school had been set in before their admittance. Academic awards , sporting awards , scholarships what did it all mean after they died?

All of a sudden a crackling whisper broke the silence.

"Carpe Diem , seize the day boys and girls" whispered Mr Keating rather conspicuously as the class again refrained from laughing. They turned to face him.

"Well , I'm sure you know the requirements and _assessments_ for the year. However I may add in something not from the original syllabus. I would like each of you to construct an individual poem and a compile a poem with a partner" Keating told the class merrily. The groaned filled the class. Keating smiled.

"Now this will be the ascension or demise of some of you boys. I have already picked the partners in a random fashion , in prayer that it will be someone unfamiliar to you. For six of you lucky boys , a divine lady you will work with. As I announce the names , I would like you and your partner to get to know each other for five minutes. To construct great works of art you will need to both utilize your passions , overcome your differences and use your comparisons to construct something truly remarkable" the passion in Keating's voice had inspired the majority of the class to at least look interested. But for twelve students , the sheer horror with working with someone of the opposite sex awaited them.

Ella looked at Mara with aghast expression on her face. _Oh god. I can't talk to a boy. Unless it's Todd. Please , please be Todd_ Ella thought frantically.

"Todd Anderson and Mara Lewartow" called Keating , as Ella craned her neck to look at Todd whose own expression was the mirror image of her own. Mara smiled at Ella and made her way over to Todd._ Okay , I'll be cool with anybody but Charlie. _Ella tried to reassure herself._ Actually , Charlie wouldn't be too. Oh no , no , no. Not him , please not him. No , no…_

"Neil Perry and Estella Stevens"

_Shit_ thought Ella as she scrunched up her eyes and looked at the ground , to refrain from blushing. _Okay , maybe he's not that bad. I mean he isn't really even that good looking_

"Hey Estella" greeted Neil's friendly voice , as she looked at his dark brown eyes , milky skin and awkwardly handsome face. _Don't fool yourself Ella_ she thought sarcastically.

"H-h-hi" she stammered. She winced and forced a polite smile. Neil was smiling at her but felt equally as uncomfortable about being her partner. _She is going to think I am a total ass , after yesterday_ Neil thought , reflecting on how had snapped at her. Her noticed Ella looking at her shoe as poked her toe into the floor, looking very nervous.

"Listen Estella , about yesterday. I'm really sorry I yelled. I-I….something just happened and I was embarrassed that someone saw it , let alone a girl seeing it". Ella looked up at him and her cheeks quite pink. _Gees either , no ones ever apologized to this girl or she's really shy_ Neil thought , slightly taken a back by her reaction. He gave a quick smile and went to turn around.

He stopped however when he heard the whisper of her voice. He turned around to face and looked into her eyes , which he noticed were the colours of a storm.

"Excuse me". Her eyes bore into his and she took a breath and said again;

"It's Ella". Neil looked at her confused. Her face slowly relaxed into a smile.

"My name is Ella , or that's what my friends call me. And that's fine, I shouldn't have intruded"

Neil smiled. _Ella , that's pretty _He mused.

"So we're friends?" he asked slightly flirtatiously. Ella's cheeks only went the slightest of pink.

"Yeah , I guess we are" she answered , her heart pounding furiously in her chest.

I hoped you liked it and it wasn't too long.

Reviews are always appreciated.

Thanks

M

xxx


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